Filing pursuant to Rule 425 under the
Securities Act of 1933, as amended
Deemed filed under Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Filer: TLGY Acquisition Corporation
Subject Company: TLGY Acquisition Corporation
Filer’s Commission File Number: 001-41101
Date: August 15, 2023
![](https://www.sec.gov/Archives/edgar/data/1879814/000110465923091937/tm2323180d1_425img001.jpg)
TLGY Acquisition Corporation Announces
Filing of Registration Statement on Form S-4 in Connection With Its Proposed Business Combination With Verde Bioresins
NEW
YORK, NY & SANTA MONICA, CA—Aug 15, 2023—(BUSINESS WIRE)—TLGY Acquisition Corporation (Nasdaq:
TLGY) (“TLGY”), a publicly traded special purpose acquisition company (“SPAC”), today announced
the filing of a registration statement on Form S-4 (the "Registration Statement") with the U.S. Securities and
Exchange Commission (“SEC”), which includes a preliminary proxy statement and prospectus in connection with the proposed
business combination with Verde Bioresins, Inc. (“Verde” or the “Company”), a
visionary in sustainable product innovation and full-service bioplastics production company with its innovative and proprietary bioresins,
known as PolyEarthylene™. Upon closing of the proposed business combination, the combined company is expected to list its common
stock and warrants on Nasdaq under the new ticker symbols “VRDE” and “VRDEW,” respectively.
While the Registration Statement has not yet become
effective and the information contained therein is subject to change, it provides important information about Verde, TLGY, and the proposed
business combination.
"The
global plastic market is a $600 billion industry and our mission is to use PolyEarthylene™ to dramatically reduce the introduction
of new permanent plastic waste into the environment,” said Brian Gordon, Chairman of Verde Bioresins. “We have created an
alternative solution that is bio-based, recyclable, and landfill biodegradable that is highly scalable and lower cost than other bioplastics.
From durable goods to single-use items, our versatile solution fits many industrial and consumer applications. Unlike most other
bio-based resins, our PolyEarthylene™ resin uses highly scalable commercially available ingredients and is ‘drop-in’
ready with the existing supply chain and large-scale manufacturing facilities. This creates a compelling value proposition as a potential
replacement for significant portions of conventional plastic resins.”
“We believe this business combination will
further increase our contribution to the global transition to a more sustainable, circular economy, while creating shareholder value,”
added Gordon.
TLGY is a SPAC backed by a team of accomplished
private equity investors and operators who have created a SPAC structure that reflects their differentiated experience. With a strong
focus on driving value creation over the long term, the partnership between TLGY and Verde aspires to offer sustainable solutions to address
the global plastic pollution crisis.
“TLGY’s
approach mirrors that of a private equity firm, utilizing a SPAC as an instrument to deliver value to our investors,” said Jin-Goon
Kim, Chairman and Chief Executive Officer of TLGY. “Over my two decades as a transformational CEO, spearheading some of the high-profile
successful transformations in Asia and driving investments as a partner at a top private equity firm, TPG, my approach with TLGY was to
seek transformative opportunities and find a true ‘unicorn in the making’ like Verde. We believe our 9-month due diligence
supports a firm conviction that Verde is one of the most viable replacements for the traditional plastic industry because its PolyEarthylene™
is cost-effective, highly scalable, and delivers on performance.”
The TLGY Board determined that Verde satisfies
a number of the criteria and guidelines that TLGY established, including businesses that are driven by leading-edge technology that is
innovative and proprietary, a large addressable market breakthrough potential, products with strong value proposition and significant
potential to fuel sustainable and profitable growth, alignment with environmental, social and governance focused investment initiatives,
and value-added partnership with existing shareholders and a capable management team.
Verde at a Glance
| · | Breakthrough proprietary technology: Verde has developed PolyEarthylene™, a proprietary bioresin
that the Company believes to be the first of its kind with the potential to achieve a full set of environmental1
and industry requirements capable of significant market adoption. |
| · | Large addressable market: the estimated $600 billion global plastics market2
is under regulatory pressures to develop more eco-friendly solutions, while market penetration of green plastics is estimated to be still
below 2%3. |
| · | Strong potential market traction: Verde’s solution could address approximately 50%4
of the plastics sector (i.e., potential total addressable market of up to $300 billion), supported by a partnership with Vinmar and a
potential sales pipeline of over $250 million5. |
| · | Potential to secure feedstock supplies: strategic supplier relationship with Braskem is expected
to secure sufficient feedstock that would enable Verde to achieve its expansion plan for most of Year 1 and Year 2.6 |
| · | Strong unit economics and unique SPAC structure: strong margin business with low operating costs
expected to deliver operational breakeven, potentially as early as the beginning of Year 2 (based on a monthly run-rate). The unique warrant
structure of TLGY is expected to provide a potential counterweight to redemption pressures, while having the potential to generate high
returns for existing shareholders. |
| 1 | Various grades of PolyEarthylene™ are currently undergoing both in-house and third party
independent testing of biodegradation in an industrial composting facility environment pursuant to ASTM D5338, which is a key
element in D6400 testing (pending). Additional landfill biodegradation testing underway pursuant to ASTM D5511 standard. |
| 2 | Grandview Research, Statista, Plastics Europe; about half
of the $600B industry is addressable with PolyEarthyleneTM. |
| 3 | Plastics Europe: Plastics – The Facts 2022 (includes
bio-attributed plastics in 2021 data), nova-Institute 2022; data for bio-based structural polymers, preliminary estimations 2021. |
| 4 | Grand View Research, Expert Interviews, Verde, TLGY analysis. |
| 5 | Management Expectations. |
| 6 | Year 1 represents the 12-month period from T minus six months
(T-6) to T plus six months (T+6), where T is the closing date. For example, if the proposed business combination were to close on December
31, 2023, then Year 1 would be between July 1, 2023 to June 30, 2024. |
| · | Verde’s skilled management team and TLGY’s best-in-class operators: Verde’s experienced
management team, assisted by TLGY’s deep roots in private equity, is expected to drive scalable production to deliver on growing
customer interest. |
Following the closing of the proposed business
combination, the existing management team of Verde is expected to seamlessly transition into leadership roles at Verde as a public company
(“Verde PubCo”). Jin-Goon Kim, who has successfully built several public and private industry-leading companies, will
assume the position of Chairman at Verde PubCo to help ensure the continuity of transformational guidance and provide strategic support.
The Verde PubCo board of directors, consisting of up to seven directors, including Brian D. Gordon and Cuong Do, is expected to further
reinforce leadership continuity, ensuring a smooth and effective transition while harnessing their collective experience to lead Verde’s
transformative journey.
Transaction Overview
TLGY has created an innovative SPAC structure
that provides investors with downside protection with appealing upside potential.
The proposed business combination sets Verde's
implied pre-money enterprise value at closing at $365 million ($433 million pro forma EV), excluding earnouts. TLGY’s and Verde’s
board of directors have approved the proposed business combination, which is expected to be completed in the second half of 2023 subject
to among other things, the approval by TLGY’s and Verde’s stockholders and other customary closing conditions.
Assuming no further redemptions by TLGY’s
public stockholders in connection with closing and the payment of estimated transaction expenses, the proposed business combination would
result in gross proceeds of over $78 million to Verde, comprised of $78 million of cash held in TLGY’s trust as of the date hereof.
Verde’s controlling shareholder has committed to making a private investment in public equity (PIPE) in TLGY at the closing of the
business combination, subject to certain conditions.
The
proposed business combination includes the entitlement for the equity holders of Verde immediately prior to closing, to receive earnout
shares of up to 100% of the closing valuation based on trading prices of the combined company’s common stock meeting specified gross
internal rate of return (IRR) thresholds of 35% (based on its initial trading price) over five years. Similarly, TLGY’s sponsor
has agreed to align its interests with those of Verde and its public shareholders by transferring up to 10% of its private warrants to
Verde management and forfeit all of its remaining private warrants at the closing in exchange for potential future share grants based
on stock price performance and achieving target cash requirement. TLGY offers an innovative redeemable warrant structure that provides
an incentive for its existing shareholders to not redeem their shares while being rewarded with an escalating amount of additional value
as redemption amounts increase generated by shareholders
who chose to redeem. This escalating value is due to a fixed pool of convertible warrants which are distributed among the remaining unredeemed
common shares of TLGY and may be exchanged for common stock of the combined company at a 5 to 1 ratio.
Additional
information about the proposed business combination, including a copy of the agreement and plan of merger, will be provided in a Current
Report on Form 8-K to be filed by TLGY with the SEC and available at www.sec.gov.
Advisors
Cleary Gottlieb Steen & Hamilton LLP is serving as legal advisor and Marcum Bernstein & Pinchuk LLP is serving
as auditor to TLGY Acquisition Corporation. Wilmer Cutler Pickering Hale and Dorr LLP is serving as legal advisor and EisnerAmper LLP
is serving as auditor to Verde. IR Labs Inc. is serving as investor relations and public relations for the proposed business combination.
About TLGY Acquisition Corporation
TLGY Acquisition Corporation is a blank check
company sponsored by TLGY Sponsors LLC, whose business purpose is to effect a merger, share exchange, asset acquisition, stock purchase,
reorganization, or similar business combination with one or more businesses. TLGY was formed to focus on growth companies
through long-term, private equity style value creation in the biopharma and business-to-consumer (B2C) technology sectors.
For
additional information, please visit www.tlgyacquisition.com.
About Verde Bioresins, Inc.
Verde Bioresins, Inc. is a full-service bioplastics
company that specializes in sustainable product innovation and the manufacturing of proprietary biopolymer resins, providing comprehensive
design and development solutions for companies seeking alternatives to conventional plastics.
For
additional information, please visit www.verdebioresins.com.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”)
and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results
to differ materially from those expected and projected. All statements, other than statements of historical fact included in this press
release regarding TLGY and the Company’s financial position, business strategy and the plans and objectives of management for future
operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,”
“estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking
statements.
Forward-looking statements are predictions, projections
and other statements about future events that are based on current expectations and assumptions and, as a result, are neither promises
nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance
or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking
statements, including but not limited to: (i) the risk that the proposed business combination may not be completed in a timely manner
or at all, which may adversely affect the price of TLGY’s securities; (ii) the risk that the proposed business combination
may not be completed by TLGY’s business combination deadline and the potential failure to obtain an extension of the business combination
deadline sought by TLGY; (iii) the failure to satisfy the conditions to the consummation of the proposed business combination, including
the approval of the proposed business combination by the shareholders of TLGY; (iv) the effect of the announcement or pendency of
the proposed business combination on the Company’s business relationships, performance, and business generally; (v) risks that
the proposed business combination disrupts current plans of the Company and potential difficulties in the Company employee retention as
a result of the proposed business combination; (vi) the outcome of any legal proceedings that may be instituted against TLGY or the
Company related to the agreement and plan of merger or the proposed business combination; (vii) the ability to maintain the listing
of TLGY’s securities on Nasdaq; (viii) the price of TLGY’s securities, including volatility resulting from changes in
the competitive and highly regulated industries in which the Company operates, variations in performance across competitors, changes in
laws and regulations affecting the Company’s business and changes in the combined capital structure; and (ix) the ability to
implement and realize upon business plans, forecasts, and other expectations after the completion of the proposed business combination,
and identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described in TLGY’s final proxy statement/prospectus to be contained in
the Form S-4 registration statement, including those under “Risk Factors” therein, TLGY’s Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and other documents filed by TLGY from time to time with the SEC. These filings identify and address
other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and TLGY and the Company assume no obligation and, except as required by law, do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise. Neither TLGY nor the Company gives any assurance that
either TLGY or the Company will achieve its expectations.
Additional Information and Where to Find It
/ Non-Solicitation
In
connection with the proposed business combination, the Company will become wholly-owned subsidiary of TLGY and TLGY will be renamed to
Verde Bioresins, Corp. as of the closing of the proposed business combination. TLGY filed with the SEC the Registration Statement,
including a preliminary proxy statement/prospectus of TLGY, in connection with the proposed business combination. After the Registration
Statement is declared effective, TLGY will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders.
TLGY’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus,
and amendments thereto, and the definitive proxy statement/prospectus in connection with TLGY’s solicitation of proxies for its
shareholders’ meeting to be held to approve the proposed business combination because the proxy statement/prospectus will contain
important information about TLGY, Verde and the proposed business combination. The definitive proxy statement/prospectus will be mailed
to shareholders of TLGY as of a record date to be established for voting on the proposed business combination. Shareholders will also
be able to obtain copies of the Registration Statement, each preliminary proxy statement/prospectus and the definitive proxy statement/prospectus,
without charge, once available, at the SEC’s website at www.sec.gov. In addition, the documents filed by TLGY
may be obtained free of charge from TLGY at www.tlgyacquisition.com.
Participants in Solicitation
TLGY, the Company and their respective directors,
executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation
of proxies of TLGY’s shareholders in connection with the proposed business combination. Investors and security holders may obtain
more detailed information regarding the names, affiliations and interests of TLGY’s directors and executive officers in TLGY’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 21, 2023.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of TLGY’s shareholders
in connection with the proposed business combination will be set forth in the proxy statement/prospectus for the proposed business combination
when available. Information concerning the interests of TLGY’s participants in the solicitation, which may, in some cases, be different
than those of TLGY’s equity holders generally, will be set forth in the proxy statement/prospectus relating to the proposed business
combination when it becomes available.
No Offer or Solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential business combination and
shall not constitute an offer to sell or a solicitation of an offer to buy the securities of TLGY, the Company or the combined company,
nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities Act.
Investor
and Media Relations Contact:
Josh Nycholat
+1 201-884-1918
invest@tlgyacquisition.com
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